Estimated Closing Schedule definition

Estimated Closing Schedule has the meaning provided in Section 2.7(a).

Estimated Closing Schedule has the meaning set forth in Section 2.3(a) of this Agreement.

Estimated Closing Schedule is defined in Section 2.5.

Examples of Estimated Closing Schedule in a sentence

• The Seller will provide reasonable documentation detailing the calculations and other information required to be included in the Estimated Closing Schedule and its components, together with such additional information as the Buyer may reasonably request.

• The Seller Representative and the Seller will prepare the Estimated Working Capital Amount and the Estimated Indebtedness Amount in accordance with this Section 2.7, Exhibits B and C and the methodologies (including with respect to application of GAAP, classification and estimation) used in the preparation of the Interim Balance Sheet, and deliver the Estimated Closing Schedule accompanied by a certification to such effect from the Seller Representative and an executive officer or director of the Seller.

• For the avoidance of doubt, if Buyer does not make a specific comment or any proposed revision to the Estimated Closing Schedule, in no case will any calculation, balance, comment or other substantive item contained therein be deemed accepted by Buyer for the purposes of determining whether Buyer has a dispute with the Actual Closing Schedule under Section 2.5(d).

• Sellers will prepare each of the amounts referenced in this Section 2.8(a) in good faith and in accordance with this Section 2.8(a), Exhibit C and the Agreed Principles, and deliver the Estimated Closing Schedule accompanied by a certification to such effect from the Seller Representative.

• To the extent there is any inconsistency between GAAP and the Schedule of Agreed Exceptions, the Schedule of Agreed Exceptions shall take precedence over GAAP as the basis on which the Estimated Closing Schedule is prepared.

• The accuracy of the Estimated Closing Schedule shall be certified by an officer of Seller.

• The Estimated Closing Schedule shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”), applied consistently with the methodology used to prepare the Balance Sheet (as defined below) (such methodology, the “Company Accounting Methodology”), and the definitions of Working Capital, Merchandise Cost and Merchandise, except to the extent set forth on Schedule 1.3(b) (the “Schedule of Agreed Exceptions”).

• The Final Closing Schedule will be prepared on the same basis as the Estimated Closing Schedule.

• Seller and the Company shall provide Buyer and its representatives with reasonable access to the books and records of Seller and shall cause the personnel of Seller to reasonably cooperate with Buyer and its representatives for the purpose of enabling Buyer to review Seller’s determination of all amounts and estimates in the Estimated Closing Schedule and each component thereof, and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing.

• To the extent there is any inconsistency between the Schedule of Agreed Exceptions and the Company Accounting Methodology, the Schedule of Agreed Exceptions shall take precedence over the Company Accounting Methodology as the basis on which the Estimated Closing Schedule is prepared.